Friendship of the Dead
by HouseCity101
Summary: When a legendary spell goes wrong, the ponies of Equestria have a new dangerous threat upon them: the Undead. Now, Spike, Twilight, and the others must journey across Equestria in order to find a reverse spell before the Undead rule the world. But however, a mysterious new organization is plotting an evil plan on the world and are after our heroes... Rated T for many reasons!
1. Prologue — The Spell

**Hey guys! Happy Valentine's Day! So before I begin this MLP horror fanfic, I would like to say that I'm a big fan of zombie fanfics! I can dig anything as long if they start at the beginning first because that would start up some good tension! So I've decided to make this MLP fic with some elements of other zombie media!**

**Now, in order not to confuse anyone, the story will take place during Season One because I felt like that should be the main setting for this one. I know, I know, but this is all I can do!**

**And look, I don't own MLP, but I do own a few OCs in this story!**

**Now this would be the prologue to show how the whole zombie invasion begun and they're may be some scary scenes in this. So you have been warned!**

**WARNING: THIS CHAPTER MA INCLUDE SOME SCARY THEMES, LANGUAGE, VIOLENCE, AND BLOOD! YOU HAVE BEEN WARNED!**

**Enjoy for now :D!**

* * *

**Prologue — The Spell**

"Are…are you sure this could work?"

"I'm sure, Star Dust."

There were two unicorn stallions, who were friends. Both named Star Dust and Crest Lancer. They were inside Crest Lancer's basement, sitting next to each other on the grey concrete floor. Next to them was a red blood-painted pentagram on the floor with candles on each point. Laying on the pentagram was a dead body of a dark red unicorn pony with a brown mane and a cutie mark of three gold stars. Crest Lancer was holding a book of spells and reading the lines from within.

"I'm sure that this will bring Serena back." He said while looking at the book.

You see, Crest Lancer had a wife named Serena Gold. She and Crest Lancer were married two years ago until an accident happened to her. Serena was in a deadly accident a while back and Crest Lancer couldn't stop the pain inside him.

But now, he finally founded a way to bring her back from the dead. And that was a magical spellbook.

"This magic spell was created from Starswirl the Bearded many years ago. It says here that he used this spell to bring ponies back to life from the dead, but the results were mysteriously unknown."

"Unknown?" Star Dust repeated. "What could that mean?"

"I don't know." Crest Lancer responded. "But I just hope it works. Is the window covered?"

"Yes."

"Did we put all in the right ingredients for the spell?"

"Yeah."

"Good. Now all we need is one more ingredient."

Crest Lancer used his magic to levitate a knife to him. Once he got it, he immediately slashed his right hoof with it as he winced in pain.

Star Dust eyes widened. "What are you doing!?"

Crest Lancer dropped small drops of blood on Serena's dead face. "Adding a few more droplets of blood. Why?"

"I mean is that you already used a few of your blood to create the pentagram! You don't need that much of it!"

"Well, I want to make sure that Serena will be truly alive to remember us. Including me."

Star Dust sighed. "Fine."

"Now all we need to do is awaken the spell and Serena will return." Crest Lancer awakened his magic from his horn. "I just hope it works."

Crest Lancer then closed his eyes and starting chanting the spell as a beam of magic blasted from his horn and powered up the pentagram. One the pentagram was lighted, the body of Serena glowed from within the floor. Finally, it stopped and all of the magic immediately powered up to Serena and faded into nothing.

"I-is she alive?" Star Dust said with concern.

"Let's go see." Crest Lancer responded.

The two stallions then went to the body. "S-Serena?" Crest Lancer said with hope in his eyes.

Suddenly, an eye was awoken from Serena's face. But however, it was _very_ different…

"I'll go check on her." Star Dust then slowly walked to the body.

Once he was a foot inch from her, the different eye turned to Star Dust and something terrifying started to happen…

_**RAAAAH!**_

_**CHOMP!**_

"AAAAAAAAAH!" Star Dust was suddenly bitten by an awoken Serena Gold on his neck. When Serena was done chewing off his neck, Star Dust then passed out to die.

"Star Dust! NO!" Crest Lancer screamed.

He then looked at a now dead-looking Serena Gold with fear in his eyes. Suddenly, he heard a murmur from Star Dust as he looked down to see him awakened, but the only difference is that his pupils from his eyes were blank white and his neck was spewing a mix of dark and fresh blood. Star Dust then got up from his fall as he looked to Crest Lancer and was about to eat him. Once Star Dust screamed like a banshee and ran up to him, Crest Lancer shed his tears and blasted his now dead friend with his magic, causing his head to explode.

Crest Lancer then fell to the floor and started sobbing over his deceased friend. "N-nooo!"

Just then, he looked up to see Serena Gold slowly walking up and preparing to eat him with her mouth opened up.

"S-Serena," Crest Lancer screamed. "Please don't kill me!"

But however, once Serena ran up to him screaming, it was too late…

_**CHOMP!**_

"AAAAAAAAAAAAAAH!"

Because now…the invasion…has already _**begun**_…

**MY LITTLE PONY…FRIENDSHIP OF THE DEAD…**

**TO BE CONTINUED…**


	2. Chapter One — The Beginning

"_**This is the way the world ends; not with a bang or a whimper, but with zombies breaking down the back door." **__― __**Amanda Hocking**_

**Chapter One — The Beginning**

It was a dark, warm night at the outskirts of Equestria. Everything was peaceful, not even a harm in sight. But however, things were about to _change_.

Inside the cottage of a farmhouse, a young stallion was on his bed reading a book with his wife, sleeping next to him. The lamp was on, shining a part of the bedroom, while the stallion's dog was sleeping from his dog bed peacefully. All of a sudden there was a loud bang from downstairs…

_**BANG! BANG!**_

This startled the stallion so much that he completely woken up his wife.

"Jenny," he startled. "Did ya hear that?"

"Hear what?" the wife said drowsily.

_**BANG! BANG!**_

The pony looked at her husband with fear. "What in tarnation was that?"

"I'll go check it out."

The dog, who woke up from the banging, started to whimper. The stallion laid a hoof on his head and gave out a smile. "Its okay, Jeffery. There's nothing to be scared of."

The stallion then went to his closet and bring out a shotgun with him. "I'll be right back."

"Be careful out there."

"I will. Come on, boy."

"Woof!"

The stallion and his dog then went downstairs to the living room where the banging continued.

_**BANG! BANG!**_

"Alright! Who the hell's out there at this time of night!?"

Just then, a strange moaning sound was heard as the stallion gave out a curious look. "Just hold on!"

Once the stallion opened the door, his eyes widened to see a nearly dead-looking stallion, silently murmuring and staring blankly at him. The stallion stand back and shakily aimed his shotgun at the dead-looking stranger.

"S-Stay back!" He screamed.

But before he could shoot him, the stranger looked at his dog and began to chew on his neck, making the dog howl in pain.

"JEFFERY!"

The stallion shot the stranger on his neck, freeing the dog from his grasp as he fell down on the floor.

"Jeffery! Are you alri—"

"RAAAAAH!"

The stallion turned to see a dark red pony about to attack him. He then aimed his shotgun at her, but it was too late.

"AAAAAAH!"

_**BANG!**_

A shot was heard from the bedroom as the wife was startled from it.

"Honey?"

She quietly brought her lantern with her as she went downstairs to see what was going on. Suddenly, she heard rapid footsteps from the back, and then she heard it again. Finally, she sees a small dark figure on the floor.

"Jeffery? Is that you, boy?"

But once she used the lantern to see the dog better, she stopped to see him in a bloody mess with his eyes being pale white and his neck have a bloody gash from his side. The dog gave out a monstrous scream as the wife screamed and throw her lantern at the dog, creating a fire and instantly killing him. The dog gave out a howl as it died and the wife fled out of the house, leaving it to burn into ash.

Once she left the house, she immediately stopped to see two dead-looking ponies about to eat her. Then, she bumped into her husband, now looking pale and having pale white eyes.

"H-Honey?"

The husband then gave out a banshee-like scream and bit her in the face as the wife screamed.

"AAAAAAAAAAAH!"

* * *

"Aah!"

Spike the Dragon, Twilight Sparkle's "number one assistant" was in his bed, already woken up to a bad dream. He looked at the window to see that it was already morning.

He then put a hand on his head. "Ugh. What a crazy dream…"

He then got off of bed and went downstairs to see Twilight studying at the table. One the other side, there was a table where there was breakfast ready to be eaten.

"Morning, Twi." Spike said.

Twilight turned around. "Oh! Hey Spike! It's seems to me that you're up early. Just in time."

"Did you made breakfast for me?"

"Yeah, you were still sleeping actually. Since I wanted to make a perfect breakfast, I decided to use one of the cookbooks to help me."

"Well, thanks Twilight!" Spike then sat on a chair and began eating his breakfast.

Suddenly, Spike started to have a quick vision in his mind where it involves something red and growling noises where heard. He then gasped.

"Um, Spike? Are you alright? You look scared?" Twilight walked up to him.

"Sorry, Twilight. I just have this crazy dream this morning."

"Like what?"

Before Spike responded, he remembered the visions from his dream. "I don't know. Maybe zombie ponies or something?"

"Spike," Twilight gave out a smile. "It's alright. It was just a nightmare. Besides, like I said, zombie ponies don't exist."

Spike chuckled. "Alright."

"Oh! I forgot to tell you something! Rarity came buy this morning and was wondering if you could help her at the Boutique."

"Sure I could help her! Besides, it is my day off, so yeah."

"Alright. But be sure to come back safe, alright?"

"Sure Twilight."

As Spike left the library, Twilight gave out a sigh. "Hmm. I could see if these "zombie ponies" are true though…"

* * *

Meanwhile, at a train station, a group of ponies were about to go on a train to Ponyville. But however, a stallion wearing a brown coat, who is rapidly coughing, is making his way into the train a well. Once everypony was in, the train headed off into the tracks.

Inside the train, the stallion was sitting on his seat next to his table. He then coughed as he pulled his right sleeve to reveal a bloody bite mark on his hoof. He remembered earlier this morning where he encountered a strange looking pony who looked very odd. When the pony bit him in the hoof, the stallion had to run away screaming. Whoever that pony was, must have slowly gave him a strange and odd illness.

Just then, another stallion came in as he sat on the right side. He then looked at the pony beside him and smiled. "Hello."

"Oh. Um, hey."

"You're coming to Ponyville?"

"Yeah. My wife and brother is waiting for me there."

"Hey um, what's that on your hoof?"

"Oh this? Oh that's just a scratch. Long story short." The stallion excused. He didn't want to tell him that it was somepony who _bit _him…

"Oh. Okay then."

A waitress came to them as she set a kettle along with two filled glass of water. "Here you go, sir."

"Thank you."

When the stallion drank his water, he began to cough again, but this time, it was harder than it was.

"Woah! Are you okay!?"

The coughing started to attract other ponies as the stallion tried to respond. "Uh y-yeah! I-I'm f-fi—AUGH!"

The stallion then vomited on the floor as he actually vomited _blood_. He then started to become hoarse and his eyes were getting red. The stallion who sat next to him, came up to him in hopes of helping with the vomiting.

"Sir! Are you alright!?"

But suddenly, it happened when the stallion looked at him and began to bite him with a rabid scream…

"RAAAAH!"

**_BANG!_**

* * *

Meanwhile, Spike made his way into Rarity's boutique as he knocked on the door. He then checked himself to make sure that he was ready.

"_Who is it?"_

"It's me, Spike!"

The door opened to see Rarity, who is smiling at Spike. "Ooh! Spike! You're just in time to help me organizing the items for me!"

"I would love to help, Rarity! Say, where's Sweetie Belle?"

"She's at Sweet Apple Acres with her friends. And Opal is at a pet spa for two hours. So it's just you and me then."

When Spike went in, she was shocked to see a huge mess full of rolled fabric, dresses, and other items. "Wow. You sure need a lot of help, Rarity."

Suddenly, there was a knock at the door. Rarity squealed. "It's him!"

Spike raised an eyebrow. "Who?"

Rarity opened the door to see a blue-colored stallion with shining blue hair, golden eyes, and a cutie mark of a crest moon with three mini gold stars. He then smiled at Rarity. "Rare-bear!"

"Dusk Shine!"

"Dusk Shine?" Spike repeated.

"Spike, this is my new boyfriend, Dusk Shine!"

Dusk Shine then looked at Spike oddly, the same face Spike made when he looked at him. But the stallion then smiled again as he shook hoofs with Spike's. "Well hey, little buddy! You must be Spike, right? Rarity told me all about you!"

"She did?"

"Yeah! She told me that you were a good friend of her."

Spike carefully thought for a moment. He always had a crush on Rarity, and even though he was lectured from Twilight about being older, he was soon going to become a teenager anyways. And even though Rarity already had a boyfriend and had forgot to tell Rarity how he feel about her at the right moment, he didn't know what to do. And he was not sure about this Dusk Shine. Is he good or is he nice? Is he a nice guy or is he just a jerk waiting to cheat on Rarity at the right moment? It's just those questions that he doesn't know what to expect or how to solve.

"Hold on, boys! I have to be excused for a moment." Rarity said.

When Rarity left, Spike was then cornered by Dusk Shine. What was he going to do with him?

"So you're a dragon, huh?" Dusk Shine teased.

"Uh, yeah. Why?" Spike mumbled.

"Oh please. I know what you all are. Everypony knows that dragons are nothing but greedy bastards who do nothing but cause trouble, burn homes, and take no respect for anypony. I know what you are and what you're planning. So don't expect me to say that you're the good guy brat!"

Spike gave him a glare. "I'm not any of those dragons! I'm a nice guy! Besides, I know a few ponies who are my best friends!"

"Yeah right! They know what you're _really_ are. A selfish dragon. Hell, even Rarity would never have a dragon for a friend like you!"

"You're lying, you jerk! My friends would never abandon me like that!"

Just then, Dusk Shine did the cruelest thing to Spike. He then spit on his face and gave him an evil grin on his face. "Whatever. Such a useless dragon."

Spike then wiped the spit off his face as Dusk Shine then went to the door. Rarity then walked in. "Dusk Shine? Where are you going, darling?"

"Oh. I'm sorry, Rarity. I have to go back to the shop with the others! I'll see you then!" He then left the boutique.

Rarity then sees Spike upset as she gave him a worried look. "Spikey-wikey? Are you alright?"

Spike the looked at Rarity. "Oh. Um yeah. Just nothing. Let's just get back to cleaning."

Rarity then thought to herself. _What happened to Spike while I left?_

* * *

Meanwhile, at the Ponyville train station, some ponies were waiting for their next train to another town. Finally, a whistle noise was heard as the train came in, but something wasn't right… Once the train went in, all of the lights inside was dark. And nobody has seen the conductor anywhere, making the ponies worried about what's going on. Suddenly, the doors mechanically opened and an officer of the town's police force checked to see if there were any people inside. Until, he heard a scream and felt somepony biting him on the neck.

"RAAAAH!"

_**CHOMP!**_

"AAAAAH!"

The officer pony screamed in agony as suddenly, multiple ponies with different, bloody looks, all came running into the crowd. Attacking and biting them every chance they get. A few ran away while others didn't made it. One of the train workers went outside to see what was happening.

"What in Celestia's home is going on here!?"

He then looked to see one of the workers on the floor. "John? Are you alright?"

But suddenly, the worker instantly got up and screamed at him as he began to bite him.

"AAAAAAAAAH!"

In the sky was none other than Rainbow Dash who watched the madness in terror as she flew back to warn her friends, leaving the danger to slowly rise instantly…

* * *

Elsewhere, Twilight as at the library studying more about the supernatural when suddenly, Rainbow Dash went in from her balcony.

"TWILIGHT! HELP!"

"Rainbow Dash!? What's wrong!?"

"There where—there where, there were—"

"Just calm down, Rainbow. Just tell me what happen!"

"There were these ponies from the train station and they were ea—"

Then Pinkie Pie barged into the door. "Twilight, Rainbow Dash! THERE ARE ZOMBIES OUTSIDE!"

Twilight's eyes widened as she walked up to Pinkie Pie. "Pinkie Pie, there are no zombies! Besides, they don't exist!"

"But Twilight!" Rainbow continued. "There are zombies from the station! You have to believe me!"

"Guys, I don't know what you guys are saying, but there is no such thing as—"

_**BOOM!**_

A loud explosion was heard as Twilight and the others went outside to their horror to see an army of some ravaging ponies who look dead from their blank white eyes and bloody mouths. They were biting off the other ponies where trying to flee. The girls turned to their right to see a pony instantly turning into one of the invaders as she bit another pony's neck off.

Rainbow Dash couldn't believe what she's seeing, Pinkie Pie started to worry, and Twilight stared in disbelief and remembered that someone is going to be in danger…

"Spike…" She spoke up.

_**TO BE CONTINUED…**_


	3. Chapter Two — Escape From Ponyville

**Chapter Two — Escape From Ponyville**

**A FEW MINUTES EARLIER…**

"Spikey-wikey? Are you alright, darling?"

"Huh?"

After what he heard from Dusk Shine's horrid outburst, Spike continued to be silent while hiding his anger from Rarity when cleaning the boutique. He had already known from his arrival that Dusk Shine would be the stallion everyone thought he was, but he's not.

He was a mean, cruel, and distasteful pony who hid his true colors behind Rarity's back. And Spike knew that he out be the one to mess with him.

While looking at Spike, Rarity wondered what had happened while she was upstairs. Did Dusk Shine did something to Spike? Or was it something else. This was something the white unicorn could figure out from…

"Spike." Rarity spoke out. "Are you sure you're alright?"

Finally, Spike turned to face Rarity and spoke out. "Yeah. I'm sure I'm fine."

"I know you're not telling me something, Spike…"

Spike then sighed.

How will Rarity take this?

* * *

Elsewhere, a familiar stallion was walking into the Everfree Forest when he stumbled upon two Pegasus stallions connected to a carriage. He then opened the door to see another stallion sitting on the seats.

"What took you so long?"

"Sorry, I just have to take a visit for a while."

"Alright. I understand."

"Well, let's go then." The stallion then took one last look of Ponyville up ahead. "Those poor bastards won't be able to know what's coming after them…"

"Right."

As soon as both stallions were seated, they then commanded the Pegasi to start flying as the carriage flew up to the sky…

* * *

Back at the boutique, Rarity was still wanting Spike to tell her about what happened until she heard a knock on the door. Except, the knocking was _strangely loud_.

_**BANG! BANG!**_

"Oh? Who would that be?" Rarity said as the knocking got louder.

_**BANG! BANG!**_

"Oh for Celestia's sake! Who would be banging like that in this hour!?"

But when Rarity opened the door, she immediately screamed.

"AAAAAH!"

"RARITY!" Spike screamed as he ran to find her.

When Spike came into the main room, his eyes widened to see a strange-looking pony on the ground with blood marks and revealed insides all over his body. And his eyes were pitch white and was moaning very sickly. Rarity was there on the floor as well, looking scared and covering her mouth with her hooves while tears were spewing out of her eyes.

"A-a zombie pony…?" Spike said softly.

"Oh Spike!" Rarity ran to Spike as she hugged him while crying. "It was so horrible!"

"I know, Rarity! Right now, we should get out of here!"

Suddenly, the zombie pony looked at the two hungrily as it gave out a banshee-like scream and ran after them. Spike prepared himself as he blowed out green fire from his mouth, killing the zombie—but unfortunately—burning the entire boutique apart.

"Aaah! My boutique!" Rarity screamed.

"Come on!" Spike then Rarity as he immediately spotted an axe along with a broom. He then grabbed the axe while and gave the broom to Rarity. "Use this!"

"Okay." Rarity levitated it with her horn.

"Now let's get out of here!"

"Right."

The two then got out of the boutique as the entire building went down in flames. But before Rarity could cry over the only place she loved, she and Spike gasped in horror to see the zombie apocalypse happening before them.

Multiple ponies where being chased and eaten by the intruders in gory detail. One pony gets eaten by two zombies while a mother is morning over the loss of her filly being killed by them. Fire and a few explosions were seen caused by the panic. Rarity—who fears the rampage from her eyes—cries on Spike's shoulder while the dragon comforts her.

"It's okay, Rarity. It's alright." Spike said.

Suddenly, a few zombie ponies encountered them while Rarity screamed. Spike then used his axe as he started to kill of the zombies by chopping off their heads. One zombie was about to attack Rarity, but luckily, the unicorn was able to swack it off with her broom. When the zombies where defeated, Spike then grabs Rarity's hoof.

"Come on!" He said as he and Rarity left the area…

* * *

**THREE MINUTES AGO…**

Twilight, Rainbow, and Pinkie looked at the zombie apocalypse in total horror as Twilight realized something that she had left in danger.

"Spike…" she murmured while tears came out of her eyes.

"Oh no!" Pinkie Pie shivered. "My Pinkie Sense is starting up again!"

"What is it!?" Rainbow Dash worried.

"It means that something else is coming! And it's that bad!"

"Then that means Spike and the others are in danger! We have to find them before those attackers get to them first!"

Twilight grabbed a sheet of paper and an inked quill as she began writing…

_Dear Princess Celestia,_

_I know this is going to sound crazy, but there are literal zombie ponies attacking Ponyville! I don't know how this had happened, but you must warn everyone about the danger! I hope for sure that me and my friends will be able to escape in no time!_

_Your faithful student,_

_Twilight Sparkle_

When she finished writing, she then turned to pet owl, Owlowiscious, sleeping until she whoke him up. The owl then hooted in confusion.

"Owlowiscious, I'm counting on you to go to Canterlot and immediately give this to the princess! And please hurry!"

The owl hooted as he grabbed the letter from his claws and escapes from the window, hopefully finding his way into Canterlot.

"Alright, now we need to board up all of the windows until the time comes!" Twilight said.

"Hold up!" Rainbow Dash said. "What about Spike and the others!? Should we find them too!?"

Twilight then thought for a moment until she sighed. "Don't worry Rainbow Dash. Just trust me on this one—"

_**BANG! BANG!**_

Loud banging was heard from the door as Twilght used her magic to board up the door and the windows. When she was done, she turned to Rainbow and Pinkie. "Alright, who do we need to rescue?"

"We need to find Scootaloo!"

"What about you, Pinkie?"

"Well I have Gummy with me!"

"But I don't see—"

Suddenly, Gummy popped up out of Pinkie's tail and bit her mane. "He's fine! But we do need the Cakes too!"

"Okay then. All we need to do is teleport out of here in order to find the others."

"And if we don't?" Rainbow said.

"Then…I don't know."

Suddenly, a crack was coming out from inside as multiple zombie ponies were breaking into the library. Twilight then grabbed on to her friends and began to teleport.

"Hold on tight!"

A bright flash appeared as the three ponies disappeared…

* * *

Meanwhile, Spike and Rarity were downtown from Ponyville, trying to find any survivors. But unfortunately, they have to keep avoiding the zombie ponies from within the town. Finally, they made their way into Sweet Apple Acres.

After thirty minutes of running, the two stopped at the apple orchard, resting from the terrors upon them.

"Spike?" Rarity panted. "How long will we keep running?"

"I don't know, Rarity." Spike panted back. "But we have to find the others, including Twilight."

"Alright."

Suddenly, they heard some barking and turned to see Applejack's dog, Winona, smiling at them.

"Winona!" Spike relieved. "Thank Celestia! Where's Applejack and the others?"

The dog pointed towards the home the family lived in as Spike and Rarity were relieved to know that they were still alive. They then followed the dog to where they were.

* * *

Elsewhere, a Pegasus stallion was running away from the madness in town that was the zombie ponies. He was able to attack a few of them with a few items, but was unable to stop them enough. Finally, he spotted a cottage that belonged to Fluttershy as he tried to find shelter there. He then banged on the door once he got there.

"Hey! Is anypony in there!?"

There was no response…

"Hey! You have to let me in!"

Luckily, the door was open as he opened the door to see the house completely empty, but was stained with blood marks all over the home. Suddenly, he heard loud footsteps. And then again, and again. Finally, he spotted something white from the floor.

"What the hell…?" He said.

Suddenly, the white thing turned around as it was revealed to be a zombie rabbit about to eat the stallion. Luckily, he was able to swack it with one of his hooves as he made his way into the exit, with the rabbit following him.

Outside, he made his way into the backyard as he encountered the rabbit again. Once the rabbit pounced, the stallion grabbed a shovel and killed it instantly. He took the shovel with him and made pass through the Everfree Forest, hoping that none of the zombies would spot him…

…

Once he was inside the forest, he heard loud whimpering from up ahead. When a little closer, his eyes came widened to see a Pegasus pony crying on the floor. She had a light pink mane with a cream-colored coat, and her cutie mark of three pink butterflies. The stallion then came up to her gently.

"Hey…"

The Pegasus looked to see a blue colored Pegasus with a dark blue mane, cyan-colored eyes, and a cutie mark of three black stars as she screamed. "Please don't hurt me!"

"Don't worry! I'm not going to hurt you!"

"A-are you one of those creepy creatures from Ponyville?"

"You mean the zombie ponies? Um no. I'm not."

"Oh. Then that's good then."

The stallion then came up to her. "So um, who are you?"

"My name's…_Fluttershy_." She said quietly.

"I'm sorry, what was that?"

"It's…Fluttershy…" She said shyly.

"Well," The stallion smiled. "My name is Lance Walker."

"That's a nice name."

"Oh, um, thank you. So, Fluttershy, how did you got here?"

"Well it happened when me and my bunny Angel were at Ponyville taking our errands. When suddenly, this strange-looking pony bit Angel. He was looking so sick that I had to take him back home to take care of him. But when he got back…" Fluttershy began to cry. "H-he started to go into a frenzy and bit the other animals. It was so scary, I had to run away!"

Lance then remembered the bunny he encountered while escaping. "Actually, Fluttershy, I also encountered Angel and…"

"And what?" Fluttershy said.

"He's dead…"

Fluttershy then cried. "Nooo! Angel!"

Lance then put a hoof on her shoulder, causing her to look in his eyes. "Hey, don't worry. Everything's going to be alright."

"Y-you promise?"

Lance smiled warmly. "I promise.

Fluttershy then smiled. "Okay."

"So who do you need to find?"

"Well there are my friends for starters. Twilight, Rainbow Dash, Pinkie Pie, Applejack, Rarity, and Spike."

"Alright, let's see if we can find them. Also, can you fight back with a weapon?"

"Well no. I actually never fight back with a weapon before…"

"Well, I'm going to train you, if we could survive hopefully. Now let's find your friends."

Fluttershy nodded as she and Lance flew out of the forest…

* * *

Meanwhile, Twilight and her friends were able to teleport themselves to Sweet Apple Acres where there about to be killed by hordes of zombies.

"Were trapped!" Twilight said.

"Oh no were aint'!" Rainbow Dash said as she took out at apple and threw it from the back, causing the zombie ponies to run after it.

When that was done, the three ponies made their way to the Apple's home as Twilight knocked on the door.

"_Who is there!?" _The voice was coming from Applejack.

"Applejack it's us! Twilight, Pinkie, and Rainbow!"

The door opened to see Applejack relieved as she then hugged her friends. "Thank Celestia you're alright! Please come inside! Everyone's inside already."

Once the girls went in, Twilight was relieved to see Spike, Rarity, the Apple Family, and the Cutie Mark Crusaders all in one place. Spike then ran up to Twilight and hugged her.

"Twilight! You're alright!" Spike said.

"You too, Spike!" Twilight said. "I'm so glad all of you guys are alright! I'm so relieved!"

"We are too, sugarcube!" Applejack said.

"Rainbow Dash!" Scootaloo hugged Rainbow Dash with joy. "You're alive!"

"I'm glad you're alive too!"

"But wait," Apple Bloom spoke up. "Where's Fluttershy?"

Twilight frowned. "We don't know yet. Spike?"

"Me and Rarity hadn't checked on Fluttershy yet." Spike frowned as well.

Suddenly, there was some knocking on the door.

"_Applejack, it's me, Fluttershy! I'm with someone else!"_

"Fluttershy?" Applejack opened the door to see Fluttershy and somepony else as the cream-colored Pegasus quickly ran inside.

"Oh my Celestia! Thank you for bringing me in! It was so scary out there! And—"

"Fluttershy," Lance comforted her. "You can calm down now."

"Oh." Fluttershy lightly blushed. "I'm sorry…"

"Um, sorry to break this up but, who are you?" Twilight stared at Lance.

"I'm Lance Walker! I'm new to Ponyville. Or, what's _left_ of Ponyville. Anyways, I found Fluttershy from the Everfree and helped her find you guys."

"Well alright then. Now that were all here, I sent Owlowiscious a letter to Princess Celestia, so hopefully we could find a way to escape."

"So what are we going to do?" Lance said.

"Everypony, I have a plan! All we need to do is to escape from Ponyville until we can get to Canterlot. It's our only way of survival. But in order to get out of here, we need to know more about the zombies. Spike, you read about the zombies before, can you tell us what he know?"

"Sure!" Spike came up. "Well for starters, zombies can easily hear loud noises, so it's best to stay quiet."

"Alright." Twilight turned to the door. "First of all, we need to get some weapons. Everypony, grab what you can find."

Everypony then started to pick the weapons they needed, even Pinkie Pie, who uses, of course, her party cannon. Fluttershy—on the other hand—was very nervous to which weapon she would take until Lance came beside her.

"I don't know what to do, Lance." Fluttershy said. "I don't know if I should fight or not. What should I do?"

"Fluttershy, it's alright. I'll stay by your side for now until Celestia's willing, I'll train you." Lance said as he gave her a frying pan. "Use this until the time being, alright?"

Fluttershy then smiled. "Okay." It looks like she's starting to like Lance.

When everypony got back to their spots, Twilight looked to see Applejack and Big Macintosh armed with actual shotguns. "Are those shotguns!? I thought they were banned in this area!?"

"Well we usually keep them hidden until something bad happend. And this is the right time to use them!" Applejack grinned.

"Eeyup!" Big Mac agreed.

"Well alright." Twilight said. "It's time we go outside. But keep yourselves silent. We don't want to let the zombies hear us."

Everypony nodded as the door slowly opened. Twilight turned left and right to find any zombies until it was empty. "The coast is clear." she whispered.

The gang then quietly went outside and closed the door, making their way into Ponyville. All of a sudden, Pinkie Pie started to sneeze until it was a false alarm. But suddenly, she actually sneezed, causing the zombies to hear her.

"Whew! Excuse me!" She smiled innocently.

Suddenly, a banshee cry was heard as the zombies started to run up to them. The gang then started to attack them. During then, a zombie was about to eat Lance until it was hit with a frying pan. Lance turned to see Fluttershy carrying him up.

"Thanks, Fluttershy." Lance smiled.

Fluttershy blushed. "Um, you're welcome."

But however, something was flying down from the sky as the gang looked in horror to see zombie pegasi from Cloudsdale up above.

"RUN!" Twilight said.

The gang didn't know what to do while running as they were about be eaten alive when suddenly, the royal guards appeared and hold the zombies off.

"Are you Twilight Sparkle?" one of the guards said.

"Yes! I am!" Twilight responded.

"Well we are the recruits from Canterlot and we are here to bring you all to safety. Colts, take them down!"

A few of the guards used there weapon to fight them off while the rest of them took the gang into the carriages from the Pegasus guards as they finally flew off from the town.

Once they left Ponyville behind, Spike was sitting next to Twilight, looking worried. "Twilight, are we gonna be alright?"

Twilight turned to Spike and hugged him. "I hope so, Spike, I hope so."

After escaping the town, the gang arrived at Canterlot under the nearly setting sun…

**TO BE CONTINUED…**


End file.
